0001694187-20-000071.txt : 20200506 0001694187-20-000071.hdr.sgml : 20200506 20200506210900 ACCESSION NUMBER: 0001694187-20-000071 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200506 FILED AS OF DATE: 20200506 DATE AS OF CHANGE: 20200506 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TEPPER ROBERT I CENTRAL INDEX KEY: 0001192595 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38551 FILM NUMBER: 20854253 MAIL ADDRESS: STREET 1: 29 NEWBURY STREET STREET 2: 3RD FLOOR CITY: BOSTON STATE: MA ZIP: 02116 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Neon Therapeutics, Inc. CENTRAL INDEX KEY: 0001694187 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 40 ERIE STREET STREET 2: SUITE 110 CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 617-337-4701 MAIL ADDRESS: STREET 1: 40 ERIE STREET STREET 2: SUITE 110 CITY: CAMBRIDGE STATE: MA ZIP: 02139 4 1 wf-form4_158881372234616.xml FORM 4 X0306 4 2020-05-06 1 0001694187 Neon Therapeutics, Inc. NTGN 0001192595 TEPPER ROBERT I C/O THIRD ROCK VENTURES, LLC 29 NEWBURY STREET, 3RD FLOOR BOSTON MA 02116 1 0 1 0 Common Stock 2020-05-06 4 D 0 9741636 D 0 I See footnote Stock Option (Right to Buy) 16.0 2020-05-06 4 D 0 14000 D Common Stock 14000.0 0 D Stock Option (Right to Buy) 4.64 2020-05-06 4 D 0 18500 D Common Stock 18500.0 0 D This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 15, 2020, by and among the Issuer, BioNTech SE ("BioNTech"), and Endor Lights, Inc. a direct wholly owned subsidiary of BioNTech ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger") effective as of May 6, 2020 (the "Effective Time"). Immediately prior to the Effective Time, each issued and outstanding share of common stock of the Issuer (each, a "Share") was cancelled and converted into the right to receive 0.063 (the "Exchange Ratio") of American Depositary Shares of BioNTech ("BioNTech ADS") plus the right, if any, to receive cash in lieu of fractional shares of BioNTech ADSs into which such Shares would have been converted. These Shares were directly held by TRV III. The general partner of TRV III is Third Rock Ventures GP III, L.P. ("TRV GP III"). The general partner of TRV GP III is TRV GP III, LLC ("TRV GP III LLC"). The individual managers of TRV GP III LLC are Mark Levin ("Levin"), Kevin Starr ("Starr") and Dr. Robert Tepper ("Tepper"). Each of TRV GP III, TRV GP III LLC, Levin, Starr and Tepper disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such Shares. Pursuant to the Merger Agreement, at the Effective Time, these options were cancelled for no consideration because these options had an exercise price per Share that was equal to or greater than the product of the volume weighted average price of one BioNTech ADS for the ten trading days immediately prior to the second business day prior to the day of the closing of the Merger, starting with the opening of trading on the first trading day to the closing of the second to last trading day prior to the day of the closing of the Merger, as reported by Bloomberg, multiplied by the Exchange Ratio (the "Cash Merger Consideration"). /s/ Jolie M. Siegel, as Attorney-in-Fact 2020-05-07